Cautionary Note Concerning Forward-Looking Statements
This letter contains both historical and forward-looking statements, including statements related to our future financial
results and performance, potential achievements and transactions (including in connection with our pending merger
with Warner Bros. Discovery, Inc.) and their expected benefits, and industry trends and developments. All statements
that are not statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Similarly, statements that describe our objectives, plans or goals
are or may be forward-looking statements. These forward-looking statements reflect our current expectations
concerning future results and events; can generally be identified by the use of statements that include phrases such as
“believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “may,” “could,” “estimate” or other similar
words or phrases; and involve known and unknown risks, uncertainties and other factors that are difficult to predict and
which may cause our actual results, performance or achievements to be different from any future results, performance
or achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among
others: risks related to our streaming business; the adverse impact on our advertising revenues as a result of changes in
consumer behavior, advertising market conditions and deficiencies in audience measurement; risks related to operating
in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving
technologies and distribution models; risks related to our decisions to invest in new businesses, products, services and
technologies, and the evolution of our business strategy; the potential for loss of carriage or other reduction in or the
impact of negotiations for the distribution of our content; damage to our reputation or brands; losses due to asset
impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related
to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability
initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in
protecting and maintaining our intellectual property rights; domestic and global political, economic and regulatory
factors affecting our businesses generally; the inability to hire or retain key employees or secure creative talent;
disruptions to our operations as a result of labor disputes; risks and costs associated with the integration of, and our
ability to integrate, the businesses of Paramount Global and Skydance Media, LLC successfully and to achieve anticipated
synergies; litigation relating to the Skydance Transactions potentially resulting in substantial costs; volatility in the price
of our Class B common stock; the effect our dual-class capital structure and the concentrated ownership may have on
the price of our Class B common stock or business; risks related to a private sale of a controlling interest in our Company,
including that our stockholders may not realize any change of control premium on shares of our Class B common stock
and that we may become subject to the control of a presently unknown third party; risks associated with our status as a
“controlled company” under Nasdaq rules, including our exemption from certain corporate governance requirements;
risks associated with the lack of voting rights of our Class B common stock; risks that anti-takeover provisions in our
amended and restated certificate of incorporation (“Charter”) and amended and restated bylaws, and under Delaware
law could deter, delay, or prevent a change of control; risks that exclusive forum provisions in our Charter could limit a
stockholder’s choice of forum for certain claims and discourage lawsuits against our directors and officers; risks that
corporate opportunity provisions in our Charter could permit certain persons to pursue competitive opportunities that
might otherwise be available to us; risks associated with our holding company structure, including our dependence on
distributions from our subsidiaries to meet our tax obligations and other cash requirements; disruptions the WBD
Merger may cause to our and WBD’s business and commercial relationships; the negative impact that a failure to
consummate the WBD Merger could have on our business, financial condition, results of operations and stock price; the
risk that the WBD Merger may be prevented or delayed or the anticipated benefits reduced if we do not obtain certain
regulatory approvals; the risk that the WBD Merger Agreement may be terminated in accordance with its terms,
including if any conditions to the closing of the WBD Merger are not satisfied; the risk that litigation relating to the WBD
Merger could prevent or further delay the closing of the WBD Merger or result in the payment of damages after closing;
challenges realizing synergies and other anticipated benefits expected from the WBD Merger, including integrating
WBD’s business successfully; risks to our business, financial condition or results of operations as a result of the
incurrence of substantial costs and indebtedness in connection with the WBD Merger; risks of reduced ownership and
economic interest by our existing stockholders as a result of the WBD Merger; and other factors described in our news
releases and filings with the Securities and Exchange Commission, including but not limited to our most recent Annual
Report on Form 10-K and our reports on Form 10-Q and Form 8-K. There may be additional risks, uncertainties and
factors that we do not currently view as material or that are not necessarily known. The forward-looking statements
included in this letter are made only as of the date hereof, and we do not undertake any obligation to publicly update
any forward-looking statements to reflect subsequent events or circumstances.
